The items described in this document and other documents provided by WIPCO, Inc. (“WIPCO”) are available for sale at prices established by WIPCO. An order from any customer (“Buyer”) shall be governed by all the following terms and conditions of sale (“Terms and Conditions”). Upon WIPCO’s acceptance of Buyer’s purchase order the Terms and Conditions form part of the agreement between Buyer and WIPCO and Buyer agrees to the Terms and Conditions. All goods and services available for sale are referred to as “Products”.

PRICES; PRICE ADJUSTMENTS; PAYMENTS. Prices stated in the agreement are valid for 30 days. Minimum purchase per order is $10.00. After 30 days, WIPCO may change prices to reflect any increase in its costs, including increases resulting from state, provincial, federal or local legislation, price increases from its suppliers, any change in the rate, charge, or classification of any carrier. The prices in the agreement do not include any sales, use or other taxes unless so stated. Buyer shall be responsible for any present or future sales, excise or similar tax applicable to the sale or use of the Products. Unless otherwise specified by WIPCO, all prices are F.O.B. shipping point and payment is due 30 days from date of invoice, with approved credit. After 30 days, Buyer shall pay interest on any unpaid invoices at the rate of 1.5% per month, compounded monthly or if less, the maximum interest rate allowed by applicable law.

DELIVERY DATES: TITLE AND RISK; SHIPMENT. All delivery dates are approximate and WIPCO shall not be responsible for any damages resulting from any delay due to a cause beyond its reasonable control. Regardless of the manner of shipment, title to any Products and risk of loss or damage shall pass to Buyer upon tender to the carrier at shipping point. Unless otherwise stated, WIPCO may exercise its judgment in choosing the carrier and means of delivery. At WIPCO’s option carrier charges shall be prepaid and invoiced to Buyer. No deferment of shipment at Buyers’ request beyond the respective dates indicated will be made except on terms that will indemnify and hold WIPCO harmless against all loss and additional expense. Buyer shall be responsible for any additional shipping charges incurred by WIPCO due to Buyers’ change in shipping or product specifications.

BUYER RESPONSIBILITY AND ACCEPTANCES. Buyer, and user, if different, through their own analysis and testing are solely responsible for making the final selection of Products and assuring that all performance, endurance, maintenance, safety and warning requirements are met. User must analyze all aspects of the application in the field under the conditions of its intended use by the user and/or Buyer and follow applicable industry standards, Product information and the manufacturers’ guidelines for use and installation. Adequate testing in actual service conditions must be carried out by Buyer and/or user to establish definite suitability for end use. If WIPCO suggests Products for an application based on data, drawing, designs, diagrams, specifications or other communications (“Information”) provided by Buyer or user, then Buyer and user are responsible for determining that the Information is suitable for the use of the Product in the application. Submission of an order for production quantities of a Product following the receipt of a final version of a prototype constitutes (a) Buyer’s acceptance of the prototype as meeting all of the Buyer’s requirements as set out in the Information supplied by Buyer and (b) Buyer’s acceptance of the Products based on the prototype, provided the Products are manufactured within the manufacturer’s standard tolerances for the product.

RETURNS, CANCELLATIONS AND CHANGES. Returns, cancellations or changes shall not be accepted for any reason, except with WIPCO’s prior written consent on terms which protect WIPCO from any loss. WIPCO has specific procedures for return merchandise and warranty claims and Buyer and/or user must comply with these procedures. To request a return or file a claim contact WIPCO’s customer service department by mail, phone or email. Any product returned to WIPCO or WIPCO’s manufacturer without a Return Goods Authorization (“RGA”) number from WIPCO will be refused and returned to sender at sender’s cost. Products authorized for return are subject to a 30% restocking charge unless Product was defective, as determined by WIPCO or WIPCO’s manufacturer in its sole discretion, or was shipped incorrectly. Obsolete or custom manufactured Product may not be returned. Product authorized by WIPCO for return that is received in any condition other than new will have the cost of the renewal deducted from the credit. Credit will be based on prices prevailing at the time of return, or invoiced price, whichever is lower. Per industry standard, PLASTIC PIPE CANNOT BE RETURNED.

CLAIMS. Buyer shall promptly inspect all Product(s) upon delivery. If damage has occurred or items are missing, the Buyer, or receiver, if different, should note any damages or missing items on the bill of lading before signing off on the load. Claims for damage, loss or delay should be made to the designated carrier and then notify WIPCO prior to putting Product into service. No claims for corrections or deductions from invoices will be allowed unless reported to WIPCO within 30 days of delivery. Please note that some Product components may be shipped inside the Product. Remove parts shipped inside Product before putting the Product into its final position.

CONTINGENCIES. WIPCO shall not be liable for any default or delay in performance if caused by circumstances beyond the reasonable control of WIPCO, such as acts of God or public enemy; accidents; fire; explosions; storms; floods; elements of nature; epidemics; any outbreaks or escalation of acts of terrorism or war, including insurrection, revolution, riot or embargo in any country; statutory and governmental prohibitions, restrictions and/or regulation; any act or omission of the Buyer or any governmental authority; general failure of public infrastructure or communications; criminal acts of third parties; or nonperformance by a third party.

WARRANTY. Except as expressly provided to the contrary in writing by WIPCO, the only warranties applying to Products or materials sold are those, if any, specifically provided by the manufacturer of the Products sold by WIPCO. WIPCO, as sellers makes no warranties expressed or implied, of performance, merchantability, workmanship, quality, durability or suitability, including those instances where changes, alterations or modifications are made in materials at the request or instruction of the purchaser. WIPCO’s obligation is limited to the repair or replacement of defective products or parts reported to WIPCO within ten (10) days of delivery of the product. This warranty is in lieu of all other warranties, expressed or implied, including any implied warranties of merchantability, warranties of fitness for a particular purpose, or warranties of fitness for use. Buyer and WIPCO agree that in no event shall WIPCO be liable for any incidental, special or consequential damages of any kind or nature pertaining in any way to the products sold by WIPCO. Responsibilities. The value of any defective product or material sent in error by WIPCO or its agents, employees, manufacturers or shippers is the only liability borne by WIPCO. WIPCO does not warrant or represent that the products sold by WIPCO complies with the provisions of any law or regulations, whether federal, state or local, particularly the Occupational Safety and Health Act of 1970, and the Walsh-Healey Public Contracts Act or any regulations promulgated there under, unless the manufacturer of such products so warrants. It is solely the responsibility of the Buyer to ensure compliance with any such laws or regulations. Many states and localities have laws and regulations governing sales, construction and installation and/or use of products for certain purposes, which may vary from neighboring areas or other parts of the country. It is solely the responsibility of the Buyer to ensure compliance with any such laws or regulations. Before purchase and use of a product, the Buyer should review the product application and all federal, state and local laws and regulations to ascertain that the product, installation and use will comply with such laws and regulations.

IMPROPER USE AND INDEMNITY. Buyer shall indemnify, defend, and hold WIPCO harmless from any claim, liability, damages, lawsuits and costs (including lawyer’s fees) whether for personal injury, property damage, patent, trademark or copyright infringement or any other claim, brought by or incurred by Buyer, Buyer’s employees, or any other person, arising out of: (a) improper selection, improper application or other misuse of Products purchased by Buyer; (b) any act or omission, negligent or otherwise, of Buyer; (c) WIPCO’s use of Information furnished by Buyer to manufacture/supply Products; or (d) Buyer’s failure to comply with the Terms and Conditions. WIPCO will not indemnify Buyer under any circumstances except as otherwise provided in writing by WIPCO.

LIMITATION ON ASSIGNMENT. Buyer may not assign its rights or obligations under the agreement without prior written consent of WIPCO.

ENTIRE AGREEMENT. The agreement contains the entire agreement between the Buyer and WIPCO with respect to the subject matter of the agreement and supersedes all prior agreements, understanding, negotiations and discussions whether written or not.

WAIVER. Failure to enforce any provision of the agreement will not waive the provision nor prejudice WIPCO’s right to enforce the provision in the future.

GOVERNING LAW AND VENUE. The construction, interpretation, and performance of the agreement shall be determined in accordance with the laws of the State of Texas, excluding any of the conflicts-of-law principles or rules which would direct or refer to laws of another jurisdiction. The state and federal courts situated in Dallas, Dallas County, Texas shall have exclusive jurisdiction of any disputes arising under or in relation to the agreement and WIPCO and Buyer consent to jurisdiction and venue in a court of competent jurisdiction in Dallas County, TX.

ARBITRATION AND MEDIATION. In the event of any disputes arising under or related to the sale of Products between WIPCO and Buyer, each of them agrees to make every reasonable effort (and to file whatever pleadings and offer whatever arguments and evidence as are necessary) to effectuate the sale of Products in accordance with the terms and conditions contained hereinabove. WIPCO and Buyer agree that disputes between them or relating to the Terms and Conditions of Sale will not be best resolved through a public court proceeding. Accordingly, WIPCO and Buyer hereby agree that any dispute, controversy, or claim of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out of, connected with, or relating in any way to the Terms and Conditions of Sale, the obligations of WIPCO and Buyer, or the operations carried out under the Terms and Conditions of Sale, including without limitation, any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination, or enforceability of the Terms and Conditions of Sale, shall be settled through final and binding arbitration.

1. The arbitration shall take place in Dallas County, Texas, or at any other venue agreed to by both parties in writing. The dispute will be governed by Texas law. The arbitration will be conducted by a Texas-based neutral dispute resolution organization, chosen by WIPCO and Buyer, in accordance with that organization’s rules, procedures, and protocols for the arbitration of disputes then in effect. If such rules, procedures, or protocols should conflict with any aspect of the Terms and Conditions of Sale, the terms and provisions of the Terms and Conditions of Sale will control.

2. The arbitration will be commenced by a request for arbitration by the party initiating the dispute (hereinafter, the “challenging party”) delivered to the other party. The request for arbitration must set out the nature of the claims and the relief requested.

3. The arbitral tribunal must consist of three (3) arbitrators, one selected by the challenging party, the second selected by the other party within twenty (20) days of receipt of the request for arbitration, and the third, who will act as presiding arbitrator, selected by the two parties within twenty (20) days of the selection of the second arbitrator. If WIPCO and Buyer cannot agree on the third arbitrator, he or she will be selected by the joint agreement of the arbitrators selected by each party. If any arbitrators are not selected within these time periods, the then selected arbitrators will, upon the request of any party, make the selection or selections required. The arbitrators must be experienced lawyers licensed to practice law in the State of Texas for at least ten (10) years.

4. If a vacancy arises, the vacancy will be filled by the provisions of item 3 hereinabove; provided, however, that if a vacancy arises during or after the hearing on the merits, the remaining two arbitrators may proceed with the arbitration and render an award.

5. The arbitral tribunal will have the power to rule on its own jurisdiction, including any objections with respect to the existence, validity, or effectiveness of the arbitration agreement. The arbitral tribunal may make such a ruling in a preliminary decision on jurisdiction or in an award on the merits, as it considers appropriate in the circumstances.

6. Default by any party will not prevent the arbitral tribunal from proceeding to render an award. The arbitral tribunal will make its decision by a majority ruling. In the event that no majority is possible, the presiding arbitrator will make the decision as if acting as a sole arbitrator.

7. The arbitrators shall strive to issue a reasoned award in writing within sixty (60) days from the date of the close of the arbitration hearing. The decision of the arbitrators shall be final and binding on both parties. The arbitrators are authorized to award all remedies available under the applicable law; however, the arbitrators are not authorized to award special, exemplary, punitive or consequential damages. The arbitrators may award reasonable attorneys’ fees, costs and interest to the prevailing party, taking into account the final result of the arbitration, the conduct of WIPCO and Buyer and their counsel during the course of the arbitration, and other factors that the arbitral tribunal may deem to be relevant. Judgment on any decision or award(s) rendered by the arbitrators may be entered in any court having jurisdiction thereof.

8. WIPCO and Buyer undertake to keep confidential all decisions in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right, or to enforce or challenge an arbitration decision or award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing sentence, nothing herein shall lessen WIPCO’s and Buyer’s intent to have binding arbitration on the matters enumerated.

9. The provisions of the Terms and Conditions of Sale to arbitrate are independent of the remaining provisions of the Terms and Conditions of Sale and WIPCO and Buyer intend that they shall continue in effect even though one or more provisions of the Terms and Conditions of Sale shall be determined to be null or void. The Terms and Conditions of Sale to arbitrate shall also survive the termination or expiration of the Terms and Conditions of Sale.